EXHIBIT
4.2


 


FORM
OF

SUBSCRIPTION AND INFORMATION AGENT AGREEMENT


 


This
Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this _________
day of July by and between SenesTech, Inc., organized and existing under the laws of Delaware (the “Corporation”),
and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).


 


WHEREAS,
pursuant to a rights offering (the “Rights Offering”), the record and beneficial holders of the
Corporation’s common stock, par value $0.001 per share (the “Common
Stock”) and holders of warrants issued to investors in November 2017
and June 2018, in each case as of the Record Date (as defined in the applicable Offering Documents) (together, the “Eligible
Holders”) will be given the right (the “Subscription
Rights”) to subscribe for an aggregate of approximately __________
Units, each Unit consisting of one share of Common Stock and one Warrant to purchase Common Stock, in each case as more fully set
forth in a prospectus and related offering documents (the “Offering
Documents”) to be prepared by the Corporation and filed with
the Securities and Exchange Commission for the purpose of effecting the Rights Offering; and


 


WHEREAS,
the Corporation has authorized and directed the Agent to hold funds submitted by the Eligible Holders who exercise Subscription
Rights (the “Subscription Funds”) in accordance with the terms and provisions of this Agreement; and


 


WHEREAS,
upon the terms and conditions set forth in the applicable Offering Documents, the Agent will record properly exercised Subscription
Rights from Eligible Holders as of the Record Date (as defined in the applicable Offering Documents), as well as record and deposit
the Subscription Funds for the purchase of the Units pursuant to the Rights Offering; and


 


WHEREAS,
the Corporation desires that Broadridge act as both Subscription Agent and Information Agent under the Rights Offering (the “Agent”),
and Broadridge has indicated its willingness to do so.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.  Appointment
of Subscription and Information Agent. The Corporation hereby confirms the appointment of Broadridge as Agent, and Broadridge
hereby agrees to serve as Agent, upon the terms and conditions set forth herein.


 


2.  Acceptance
and Receipt of Subscription Documents.


 


A.  After
receiving from the Corporation acknowledgement of the commencement of the Rights Offering, the Agent shall promptly mail to each
Eligible Holder as of the Record Date (a) the appropriate Offering Documents as approved by the Corporation (which shall specify
that the exercise of Subscription Rights shall be effected, and risk of loss of Subscription Funds shall pass, only upon receipt
by the Agent of the properly completed Subscription Rights Certificate (as defined in the Offering Documents) and Subscription
Funds required to effect the exercise of Subscription Rights under the Rights Offering) and (b) an envelope addressed to the Agent
for use by such holder in exercising his or her Subscription Rights (clauses (a) and (b) collectively, the “Mailing”).


 





Document
Number: 24784v4 


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Confidential


 






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B.           The
Agent, upon receipt of Subscription Funds and duly, completely and correctly executed Subscription Rights Certificates and other
documents for the exercise of Subscription Rights, shall make note of such Subscriptions and Subscription Funds with respect to
the amount of shares subscribed for, including exercises of the Basic Subscription Rights (as defined in the applicable Offering
Documents) and Over-Subscription Rights (as defined in the applicable Offering Documents), and shall report such results to the
Corporation. Upon closing of the Rights Offering and as promptly as feasible upon the Agent’s receipt of the Corporation’s
acceptance and approval of said Subscription Rights Certificates, (i) the Corporation will authorize the Agent to no longer accept
any subscription documents and to prepare the final subscription list, representing the number of Units for which
said Eligible Holder has subscribed, including exercises of the Basic Subscription Rights (as defined in the applicable Offering
Documents) and Over-Subscription Rights (as defined in the applicable Offering Documents), and shall report such results to the
Corporation, for the issuance of stock certificates by the Corporation’s Transfer Agent, (the “Certificates”)
and (ii) the Agent will release to the Corporation the aggregate Subscription Funds minus any fees and expense reimbursements
(incurred or reserved for disbursements) due to the Agent from the Corporation (sections (i) and (ii) directly preceding constituting
the “Closing”). No interest on the Subscription Funds will accrue to either the Corporation, the Corporation’s
Eligible Holders. 


 


3.  Notification
and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain functions, including
but not limited to the following:


 


A.  Accept
and respond to all telephone requests from Eligible Holders for information relative to the exercise of Subscription Rights (except
that Agent will not answer questions relating to the sufficiency of the consideration or the tax implications of the Rights Offering);
answer questions regarding the proper method of exercising Subscription Rights, including the completion of Subscription Rights
Certificates and other documents related to the Rights Offering; maintain a toll-free number to respond to inquiries; provide
assistance to Eligible Holders and monitor the response to the Rights Offering; enclose and re-mail the Subscriptions to
interested Eligible Holders; and provide periodic reports as requested to the Corporation as to the status of the Rights Offering.


 


B.  Date
stamp each document relating to its duties hereunder when received;


 


C.  Receive
and examine all documents submitted to it in connection with the exercise of rights under the Rights Offering and confirm whether
such documents are properly completed and executed in accordance with the terms thereof. If Common Stock or warrants to purchase
Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed
by each such holder; if a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by
different accounts on the relevant record holder list, then separate, properly completed and executed subscriptions must be submitted
for each such position held by that or those joint holders (registrants).


 


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D.  Retain
or return to any holders (as applicable) those Offering Documents evidencing some deficiency in execution and make reasonable
attempts to inform such holders of the need to correct any such deficiency. In any instance where the Agent cannot reconcile such
deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of
Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after
Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and shall notify
the exercising stockholder that its exercise is deficient;


 


E.  Accept
Subscription Rights Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if
such capacity is properly shown on the subscriptions and proper evidence of their authority so to act has been submitted;


 


F.  Accept
subscriptions for Units to be issued other than in the name that appears on the Corporation record as Eligible Holder submitted
for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the
Securities Transfer Agents Medallion Program (“STAMP”),
the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”),
or The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary
stock transfer taxes are paid and proof of such payment is submitted or funds therefor are provided to the Agent, or it is established
by the holder that no such taxes are due and payable and (iii) the “Special Issuance Instructions” on the Subscription
Rights Certificate have been properly completed;


 


G.  Retain
all subscriptions accepted and retain such documents pending further instructions from the Corporation;


 


H.  Return
at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed
Units under the Rights Offering; and


 


I.  Maintain
on a continuing basis a list of Eligible Holders that have not yet subscribed pursuant to the Rights Offering.


 


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                                         Number: 24784v4 


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Confidential



 






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4.  Concerning
the Subscription and Information Agent.


 


The
Agent:


 


		A.	Shall
                                         have no duties or obligations other than those set forth herein, including those described
                                         under “Included Services” on Exhibit A, and no duties or obligations shall
                                         be inferred or implied, nor shall Agent be obligated nor expected to perform those services
                                         described under “Non-Included Services” on Exhibit A



 


		B.	May
                                         rely on, and shall be held harmless by, the Corporation in acting upon any certificate,
                                         statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic
                                         mail or other document, or any security delivered to it, and reasonably believed by it
                                         to be genuine and to have been made or signed by the proper party or parties;



 


		C.	May
                                         rely on and shall be held harmless by the Corporation in acting upon written or oral
                                         instructions from the Corporation with respect to any matter relating to its acting as
                                         Agent;



 


		D.	May
                                         consult on documents with counsel satisfactory to it (including counsel for the Corporation)
                                         and shall be held harmless by the Corporation in relying on the advice or opinion of
                                         such counsel in respect of any action taken, suffered or omitted by it hereunder in good
                                         faith and in accordance with such advice or opinion of such counsel;



 


		E.	Shall
                                         make the final determination as to whether or not a Subscription Rights Certificate received
                                         by Agent is duly, completely and correctly executed in order to qualify for the Rights
                                         Offering and Agent shall be held harmless by the Corporation in respect of any action
                                         taken, suffered or omitted by Agent hereunder in good faith and in accordance with its
                                         determination; shall not be obligated to take any legal or other action hereunder which
                                         might, in its judgment subject or expose it to any expense or liability unless it shall
                                         have been furnished with an indemnity satisfactory to it;



 


		F.	Shall
                                         not be liable or responsible for any recital or statement contained in any Offering Document
                                         or any other documents relating thereto; and



 


		G.	Shall
                                         not be liable or responsible for any failure of the Corporation to comply with any of
                                         its obligations relating to the Offering, including without limitation obligations under
                                         applicable regulation or law.



 


This
Agreement does not contemplate any service to be provided by Agent in the case where the conditions of the Rights Offering have
not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances and remuneration to Agent
therefor, will be established in a mutual agreement between Agent and the Corporation, which will become a part of this Agreement.


 


No
later than the business day after the Mailing, the Corporation will provide Agent with a list of talking points dealing with anticipated
questions from Eligible Holders. It is understood and agreed that Agent will not provide tax advice, will not interpret
tax regulations, will not opine regarding the merits of the Rights Offering, and will not provide any comments related to any
legal proceedings related to the Corporation.


 


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                                         Number: 24784v4 


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Confidential



 






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5.  Compensation
of the Agent by the Corporation. The Corporation shall pay fees for the services rendered hereunder, as set forth in the Fee
Schedule (attached hereto as Exhibit A). The Agent shall also be entitled to reimbursement from the Corporation for all reasonable
and necessary expenses paid or incurred by it in connection with the administration by the Agent of its duties hereunder. The
fees must be paid upon execution of this Agreement, before any services hereunder commence. An invoice for any out-of-pocket and/or
per item fees incurred will be rendered to and payable by the Corporation within fifteen (15) days of the date of said invoice,
except for invoiced estimated postage, printing and mailing expenses, which funds must be received five (5) business days prior
to the scheduled Mailing date. It is understood and agreed that all responsibilities and duties of, and services to be performed
by Agent shall cease if full payment for its services has not been received in accordance with the above schedule, and said services
will not commence thereafter until all payment due has been received by Agent.


 


6.  Reminder
Mailings. The Corporation agrees that any follow up mailing program will be coordinated exclusively through Agent, either
by Agent or using a vendor that Agent has previously approved. Agent may conduct follow up mailings through electronic mail, to
the extent the email address of the intended recipient Eligible Holder has been provided by Corporation to Agent.


 


7.  Performance.


 


The
Agent shall at all times act in good faith and agrees to use its commercially reasonable efforts within reasonable time limits
to insure the accuracy and timeliness of all services performed under this Agreement.


 


8.  Indemnification,
Limitation of Liability.


 


A.  The
Corporation covenants and agrees to indemnify and to hold the Agent harmless against any claims, actions, judgments,
liabilities, costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred
or suffered by or to which it may become subject, arising from or out of its duties under this Agreement, except to the
extent that such claims, actions, judgments, liabilities, costs, expenses, losses or damages are primarily a result of
Agent’s gross negligence or willful misconduct. Promptly after the receipt by the Agent of notice of any demand or
claim, or the commencement of any action, suit, proceeding or investigation, the Agent shall notify the Corporation thereof
in writing. The Corporation shall be entitled to participate at its own expense in the defense of any such claim or
proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to
enforce any such claim or of any other legal action or proceeding. Agent will not, without the Corporation’s prior
consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which
indemnification may be sought hereunder. For the purposes of this Section 8, the phrase “any costs, expenses (including
reasonable fees of its legal counsel), losses or damages” means any amount paid or payable to satisfy any claim,
demand, action, suit or proceeding settled, and all reasonable costs and expenses, including, but not limited to, reasonable
counsel fees and disbursements, paid or incurred in investigating or defending against any such action, suit, proceeding or
investigation.


 


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B.  Agent’s
aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement,
or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is
limited to, and shall not exceed, the amounts paid or payable hereunder by the Corporation to Agent as fees and charges, but not
including reimbursable expenses, except to the extent that such liability arises primarily as a result of Agent’s gross negligence
or willful misconduct.


 


C.  In
the event any question or dispute arises with respect to the proper interpretation of this Agreement or Agent’s duties hereunder
or the rights of the Corporation or of any Eligible Holder exercising Subscription Rights, Agent shall not be required to act
and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and
Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all Eligible Holders and parties
interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance
satisfactory to Agent and executed by the Corporation and each such stockholder and party. In addition, Agent may require for
such purpose, but shall not be obligated to require, the execution of such written settlement by all the Eligible Holders and
all other parties that may have an interest in the settlement.


 


9.  Further
Assurance. From time-to-time and after the date hereof, the Corporation shall deliver or cause to be delivered to the Agent
such further documents and instruments and shall do and cause to be done such further acts as the Agent shall reasonably request
(it being understood that the Agent shall have no obligation to make any such request) to carry out more effectively the provisions
and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 


10. Term.
The Corporation may terminate this Agreement at any time by providing 60 days’ written notification to the Agent. The Agent
may terminate this Agreement by providing the Corporation 60 days’ written notice, except that Agent may terminate this
agreement upon 10 days’ written notice at any time Corporation has not paid in full an invoice from the Agent within the
time period described in section five (5) herein and Corporation does not pay in full the invoice within 10 days following receipt
of written notice of such outstanding invoice. Upon the effective date of termination of this Agreement, all cash and other payments,
without interest, and all other property then held by the Agent on behalf of the Eligible Holders hereunder shall be delivered
by it to such successor agent or as otherwise shall be designated in writing by the parties hereto. Upon termination of this Agreement,
all subscription documents received and related documentation will be returned to the Corporation.


 


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11. Notices.
Until further notice in writing by either party hereto to the other party, all written reports, notices and other communications
between the Agent and the Corporation required or permitted hereunder shall be delivered or mailed by first class mail, postage
prepaid, addressed as follows:


 


	 	If
    to the Corporation, to:	 
	 	 	SenesTech,
        Inc.


        3140
        N. Caden Court, Suite 1


        Flagstaff,
        Arizona 86004


        Attn:
        Corporate Secretary



        
	 	 	 
	 	With
                    a copy (which shall not constitute notice)

	 	 
	 	 	Perkins
        Coie LLP


        1120
        NW Couch Street, 10th Floor


        Portland,
        Oregon 97209


        Attention:
        Chris Hall and Gina Eiben



        
	 	 	 
	 	If
    to the Agent, to:	Broadridge
        Corporate Issuer Solutions, Inc.


        1717
        Arch Street, Suite 1300


        Philadelphia,
        PA 19103


        Attn:
        Re-Organization Department

        


 


 


12. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and
shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of the parties
hereto.


 


13. Assignment.


 


A.  Except
as provided in Section 13(B) below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.


 


B.  The
Agent may, without further consent on the part of the Corporation, subcontract with subcontractors for systems, processing, telephone
and mailing services, and reminder mailing activities, as may be required from time to time without (unless otherwise set forth
herein) additional fees payable by the Corporation; provided, however, that the Agent shall be fully responsible to the Corporation
for the acts and omissions of any subcontractor.


 


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C.  Except
as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits
in this Agreement to anyone other than the Agent and the Corporation and the duties and responsibilities undertaken pursuant to
this Agreement shall be for the sole and exclusive benefit of the Agent and the Corporation. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective permitted successors and assigns.


 


14. Amendment.
This Agreement may not be modified, amended or supplemented without an express written agreement executed by each of the parties
hereto.


 


15. Counterparts.
This Agreement may be executed in separate counterparts, each of which, when executed and delivered, shall be an original, but
all such counterparts shall together constitute but one and the same instrument.


 


16.
No Joint Venture. This Agreement does not constitute an agreement for a partnership or joint venture between the Agent and
the Corporation. Neither party shall make any commitments with third parties that are binding on the other party without the other
party’s prior written consent.


 


17. Force
Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts
of God, strikes, equipment or transmission failure or damage that is reasonably beyond its control, or other cause that is reasonably
beyond its control (except, in the case of the Agent, for acts of subcontractors), such party shall not be liable for damages
to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


18. Consequential
Damages. Neither party to this Agreement shall be liable for any consequential, indirect, special or incidental damages under
any provision of this Agreement or for any consequential, indirect, penal, special or incidental damages arising out of any act
or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


19. Severability.
If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired.


 


20. Confidentiality.
The Agent and the Corporation agree that all books, records, information and data pertaining to the business of the other
party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, including the fees for
services set forth in the attached schedule, shall remain confidential and shall not be voluntarily disclosed to any third party
(except the party’s attorneys, advisors and affiliates), except with the written approval of the other party or as may be
required by law or regulatory authority.


 


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21. Survival.
The provisions of Sections 4, 5, 7, 8, 9, 11, 12, 13, 18, 20, 21 and 22 shall survive any termination of this Agreement.


 


22. Merger
of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement
with respect to the subject matter hereof whether oral or written.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly
authorized, as of the day and year first above written.


	 	 	 	 	 	 	 
	BROADRIDGE
    CORPORATE ISSUER SOLUTIONS, INC.	 	SENESTECH,
    INC.
	 	 	 
	By:	 	 	By:	 
	 	 	 
	Title:	 	 	Title:	 



 


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Exhibit
A


 


AGENT
FEES AND INCLUDED SERVICES


 


Subscription
and Information Agent Fee of $12,000, plus $15.00 for each line item on Depository Trust Company’s ATOP forms submitted
to Agent.


 


Agent
shall be entitled to reimbursement of all reasonable out-of-pocket expenses including but not limited to postage, stationery and
supplies, which will be billed as incurred during the performance of Agent’s duties hereunder, including without limitation:


 


Out
of pocket expenses


 


		●	Postage
                                         with shared Pre-Sort savings (to be paid in advance) 1





		●	Overnight
                                         delivery / courier service / photocopy service





		●	Envelopes
                                         – outer and BRE (Business Reply Envelopes) 1





		●	Brochures
                                         and enrollment materials





		●	Insurance
                                         and courier fees





		●	Printing
                                         of check forms and blank stock certificates





  


Although
Agent may advance payment for these expenses and then invoice Corporation, there are occasions when Agent may require advance
payment toward large expense items. 


 


INCLUDED
SERVICES


 


		●	Designating
                                         a corporate action account manager to communicate with all parties hereto and their counsel
                                         to establish the terms, timing and procedures required to carry out Subscription Agent
                                         duties, including document review and execution of legal agreements, Subscription Rights
                                         Certificates and other Rights Offering documents and communication materials, project
                                         management, and on-going project updates and reporting.



 


		●	Designating
                                         an Information Agent account manager to review and become familiar with all Offer Documents
                                         and provide expert assistance to Eligible Holders related to matters concerning
                                         the Rights Offering.



 


		●	Preparing
                                         labels that include name and address for the mailing of Offering Documents.



 


		●	Printing,
                                         collating and assembling Offering Documents and envelopes for mailing.






 


 



1 Rates
are subject to change upon U.S. and foreign postage rate increases.


 





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		●	Addressing
                                         and enclosing Offering Documents and return envelopes, for one-time, one-day mailing
                                         to Eligible Holders.



 


		●	Receiving,
                                         opening and logging in returned Subscription Rights Certificates.



 


		●	Checking
                                         Subscription Rights Certificates for validity against master list.



 


		●	Checking
                                         for proper execution of all of Subscription Rights Certificates and other documents necessary
                                         to effect a proper exercise of Subscription Rights, including W-9’s (if applicable).



 


		●	Curing
                                         defective subscriptions, including telephoning and writing Eligible Holders in connection
                                         with unsigned or improperly executed Subscription Rights Certificates and other Offering
                                         Documents.



 


		●	Soliciting
                                         by mail W-9s from Eligible Holders who have not executed them or whose TINs do not match
                                         our records.



 


		●	Tracking
                                         and reporting as required the number of Units to which Eligible Holders
                                         have subscribed, including the exercise of the Basic Subscription Right and any Over-Subscription
                                         Right.



 


		●	Sealing,
                                         addressing, posting (not including postage), and providing envelopes for mailing to Eligible
                                         Holders.



 


		●	Providing
                                         stockholder relations services to all Eligible Holders related to the Rights Offering,
                                         including phone, email, and regular mail inquiries. 



 


		●	Dedicated
                                         Toll Free 800 Number



 


NON-INCLUDED
SERVICES


 


		●	Services
                                         associated with new duties, legislation or regulations which become effective after the
                                         date of this Agreement (these will be provided on an appraisal basis)



 


		●	Reasonable
                                         legal review fees if referred to outside counsel



 


		●	Overtime
                                         charges at 100% assessed in the event of late delivery of material for mailings, unless
                                         the target mail date is rescheduled



 


Document
                                         Number: 24784


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Confidential



 






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